Brainiacs 5 and 6
by Dreamsong
Summary: Set three years after 'Dark Victory'. When Brainiac 6.0 attacks Legion Headquarters, it seems like the end for the Legion and Brainy is the only one who can stop 6.0, but when 6.0 jumps through a wormhole things go from 31st century problems to 21st. R&R!
1. Prologue

Prologue

"Bouncy! Look out!" shouted the white Triplicate.

Bouncing Boy jumped out of the way just in time, only to be hit by a blast from behind, knocking him off to the side of the battle.

"Bouncy!" shouted the purple triplicate, kneeling next to him.

Brainiac 5 and Lightning Lad ran at Brainiac 6 from the left and right, firing simultaneous blasts at the machine who easily threw up a shield and hit them both with extended arms, sending them flying back the way they had come. Both heroes hit opposite walls hard and fell face down.

Brainiac 5 pushed himself up and stared blearily around. Saturn Girl lay off to his right with Shrinking Violet, both of them unconscious. He saw Lightning Lad across the room, struggling to get back up and having no success. A few feet from him lay an unconscious Dream Girl and Karate Kid, both having gotten hit by the same blast some time ago, and Star Boy, who had gone to help them, had been smashed against the wall above them, where he now hung amidst the wreckage.

The only ones left then were himself, Lightning Lad, Chameleon Boy, Triplicate Girl, Timber Wolf, and Cosmic Boy. Six if Triplicate was counted as one.

Cosmic Boy was hit by a piece of concrete Brainiac 6 suddenly hurled in his direction. Cos dodged the worst of it, but was still caught between the wall and the ruble. Brainy saw his eyes flicker closed as he passed out.

Make that five if Triplicate was counted as one.

Brainy gritted his teeth and forced himself to his feet, staggering as his organic body felt the pain of the impact as his mechanic body never would have. This couldn't go on! His friends were being hurt and it was all his fault for not completely destroying what was left of his mechanic self when he had the chance.

If only he'd thought of it sooner!

But it was too late for regrets. He had to do what he could now and stop the next version of Brainiac before he killed them all. Phantom Girl, Matter-Eating Lad, and Colossal Boy had already been taken down in the first strike of Brainiac 6's attack, and one by one, the rest of the Legion had followed.

Chameleon Boy and the Triplicates ran at Brainiac 6 in a four pronged attack as Brainy tried to get his body, which was being infuriatingly obstinate in the matter, to do as it was told. He was shaking and his eyes wouldn't completely focus for some reason.

He shook his head as the orange and purple Triplicates were thrown against the wall hard enough to crack it, and a wave of nauseous dizziness nearly made him puke. That was something else his mechanical body never would have done. He glared at the three Brainiac 6s that filled his vision and forced himself to move, attempting to focus on the middle Brainiac who looked to be the most solid of the three.

He brought his arms up to shoot another blast, but his palm-blasters only fizzled and went dim. He stared as his hands blankly, trying to process the fact and figure out what to do next, but Brainiac 6's fist connected with the side of his head at that moment, sending him down once more.

Valiantly, he fought against the blackness on the edges of his vision. There was only one thing that could be done and he was the only one who could do it.

As Chameleon Boy and the white Triplicate went down for the count, Timber Wolf and Lightning Lad picked themselves up, catching Brainiac 6's attention. Brainy pushed himself painfully onto his hands and knees, crawling to the door. He had to get to _that_ room. He _had_ to!

The sounds of the fight slowly drifted away as Brainy crawled down the hallways of the Legion headquarters. He crawled past his fellow Legionnaires, fallen among the ruble of what had once been the pristine and proud headquarters of the toughest force in the universe. He couldn't stop to take care of them, no matter how much he wanted to. There was only one way to stop Brainiac 6 now, and that had to be Brainiac 5's top priority for now.

The room wasn't that far away, but for Brainy, the trip was like stretching eternity beyond it's own timeless limits. It was a ridiculous thought really, he reasoned as he fought to stay conscious and keep moving, and something that he never would have even thought of three years ago when he was still a machine, but in his current loopy-with-pain state, it made complete sense.

He pulled himself up on the wall so that he was more or less standing, and hit the control panel for the room, breaking it and causing the door to hurl apart. Brainy took a deep breath and made his feet move into the fairly dark lit room.

Inside, Brainy took another breath and said in a barely audible voice,

"Computo, unlock code Delta Alpha Eight Two One. Override security firewalls Six Nine Gamma Zeta Seven. Release force field code Iota Eta Nu Three Zero Four Four."

_"Caution. Level Five security in place. Authorization required."_

"Authorization code Rho Sigma Tau Eight Eight Three. Override security block on Brainiac 5 security restraints code Kappa Chi Omega Five Seven Zero One."

_"Access granted. Caution required. Level Five security is being released."_

Brainy watched in silence as what appeared to be a very large pillar in the center of the room slowly opened and light flooded the dark area. There, floating within the restraint field Brainiac 5 himself had designed and created, were the remains of his machine self, though not quite what they had once been.

Brainy pushed himself off the wall and walked unsteadily over to the machines. Carefully, he reached for each piece, snapping them on over his green skin, until much of his now organic body was housed in his old mechanical body. Taking a deep breath, he clicked the neck piece into place and felt old strength fill him.

He stood up a little taller and stalked out of the room, back the way he had come. He would stop Brainiac 6 no matter what.

XXXXXXXXXX

Timber Wolf landed heavily between a half-conscious Cam and a half unconscious Lightning Lad. He looked up, unable to move, and watched as Brainiac 6 pointed at him, light building up in his palm as he prepared to blast the three into oblivion.

Then, the door hit Brainiac 6 square in the back, sending him flying over the prone figures and blasting out a portion of the wall in the process. Timber Wolf, most aware of the three who were still semi-conscious, looked at the sight before him in shock, eyes widening.

"B-Brainy?" he managed to croak.

There stood Brainy, looking almost like he had when he was a machine. His arms, legs, and chest were covered by his old plating, but Timber Wolf dizzily noticed that it seemed to have been modified. Or was he just seeing things? No, the plating was definitely different from before. For one, it actually fit Brainy, who had grown in the three years since he'd become flesh and blood, and it seemed to have been reformed into something more like an actual suit rather than just pieces of Brainy's old self.

Brainiac 6 picked himself up and looked over at Brainiac 5.

"So, you have finally realized that I am the superior being and wish to be a part of me again. Foolish. I have no further use for you, Brainiac 5. We have evolved beyond your weak and limited capabilities. You cannot stop us now."

Brainiac 6 held up a hand, a small device held there, and Brainy gasped. Timber Wolf wasn't sure what it was exactly until Brainiac 6 activated it.

A black and white swirling tunnel appeared in the air and he looked at Brainiac 5, ready to say something, but Timber Wolf gathered his last reserve of strength, and launched himself at Brainiac 6's back with a howl. It wasn't until he heard a hiss that Timber Wolf realized he hadn't been alone in his attack. Cam and Lightning Lad had done the same thing.

As the four of them fell through the wormhole, Brainy ran across the room and jumped in after them...


	2. Chapter 1

Chapter 1

Timber Wolf hung on gamely as Brainiac 6 tried to shake the three superheroes off, with little success. Black and white swirls whipped past them as though they were falling, but the sensation, if he'd had time to think about it, would have registered as being about the same as using a flight ring.

Timber Wolf dug his claws into Brainiac 6's back, determined to hang on no matter what. He wasn't about to lose the crazed machine or his consciousness before the ride was over.

Though he had to admit he was at a major disadvantage fighting both a crazy computer and the black spots beginning to cover his vision at the same time.

This was not going to be pretty...

**The 21st Century...**

_'How long have I been back in the 21st century?'_ he mused.

The Justice League space station orbited slowly around the Earth as Superman, currently on watch duty, looked at the stars surrounding the blue planet as they shone brightly in the sky. No matter how many times he saw the sight, he would always love it, regardless what time he was in.

It had only been about a year since he'd returned from helping the Legion fight Imperiex and he wondered, not for the first time, how Brainy and the rest were doing. Had Brainy rejoined the Legion? Had things gone back to normal for them? Had any of them been hurt or killed?

"Yo! Earth to Superman!"

Superman snapped out of his thoughts, looking up at Flash in surprise.

"Flash? What is it?"

"Dude, are you even watching those screens?" Flash pointed to the large red blip that had appeared in the center of Metropolis. "Bogie at twelve o'clock!"

Superman enlarged the image, at first only seeing smoke, as though something had landed hard, which as the smoke cleared, could easily be seen. Though what was yet to be determined.

Superman and Flash watched as the smoke finally cleared.

"Oh no," said Flash, eyes widening. "Is that who...er, what I think it is?"

"Brainiac," frowned Superman.

He hit the emergency alarm and moments later, five faces popped up on separate screens.

"Superman, Flash, what is it?" asked J'onn calmly.

"It's Brainiac! He's in Metropolis!" said Flash.

"In Metropolis? But we destroyed him," cut in Hawkgirl.

"I know that, but he just landed!" Flash shot back. "Look!"

He hit several keys, transferring the live feed to the communicators of the others. There were several gasps.

"Everyone, get to Metropolis as fast as you can," ordered Superman.

"On it!" confirmed Flash with a salute before he vanished in a blur of red.

"On our way," said the others before cutting out.

Superman switched back to the live feed for a moment, studying the image of Brainiac. Something was off. He was too... futuristic.

Superman's eyes widened, one thought ringing in his ears as he took off after Flash.

Brainy!

XXXXXXXXXX

Brainiac 5 tried his best not to loose sight of the four ahead of him in the wormhole. The last thing he wanted was to end up too far behind them and unable to help because he'd come out hours, days, weeks after the battle.

If that happened, he wasn't sure he would ever be able to forgive himself.

He ignored a painful twinge in his chest and narrowed his eyes, never taking them off the four ahead of him when abruptly, they disappeared into the light of the end of the wormhole.

XXXXXXXXXX

Flash was, as per usual, the first one at the scene. He looked everything over in two seconds flat and came to a ground-breaking conclusion-- the whole thing was a mess.

The street was torn apart from the impact and there was a crater-like hole in the middle of the intersection for 9th and Georgia (Flash thanked his lucky stars it hadn't been the next block over where his favorite diner was located). A water pipe had been hit and water was streaming out of it, drenching everything in the area, including Flash himself. There was still a bit of smoke coming from the hole that Brainiac was pulling himself out of.

Then Flash noticed something.

"Hey, Brainiac! Got a new look I see!" he greeted in his cheerful manner.

The computer didn't even acknowledge him, seeming to be focused on something he was trying to shake off his back. Flash saw that it was human in form and wearing an orange jump suit and black books. The form was fairly limp, seemingly trying to hold on with the last of it's strength. Willpower alone was keeping it there and conscious.

Flash whipped around Brainiac and tried to help the creature out by getting it off the evil computer, but he only received a weak growl from the limp form and a bash in the skull from said evil computer in the moment he wasn't paying attention.

Flash went flying but was caught midair by Green Lantern as he swooped in with Hawkgirl and J'onn right behind him. All four landed and moments later were joined by Wonder Woman and Batman, coming in from the other direction.

"What in Hera's name is that?" exclaimed Wonder Woman, pointing to the black and white swirling tunnel several miles above the city.

"It looks like a wormhole," replied Batman with a frown.

"What was Brainiac doing in a wormhole?" wondered Green Lantern.

"I could make a logical guess," replied Superman, landing amid the group.

"And?" asked Batman.

"That's not the Brainiac we know. It's a future Brainiac."

"A _what_?" gasped Wonder Woman.

"So let's kill it and rid the future of the virus," said Hawkgirl, gripping her mace.

"Hang on," said Superman. "Let me try something first. I think..." he trailed off, seeing the form of Timber Wolf hanging off Brainiac's back.

Without waiting to explain, he swooped past Brainiac, taking a good look at him as he pried Brin forcibly off of the computer's back. He flew quickly back to his group, holding Timber Wolf carefully, knowing that wasn't Brainiac 5, as he had feared.

"Timber Wolf! Wake up!" he called, seeing how badly the superhero was hurt. "Timber Wolf!"

Brin's eyes cracked open weakly. "S... Superman..." he breathed. "Legion... Brain... h-help... Cam... L... Lightning..."

Unable to fight the blackness any longer, Timber Wolf passed out.

"Superman? Do you know this guy?" asked Batman.

"We have to take down Brainiac before--" began Superman, setting Brin down and turning to look at the Brainiac.

At that moment, something else came flying out of the wormhole. The Justice League watched as what appeared to be a second Brainiac made a bee-line for the first one, clearly on a collision course that would be the furthest thing from a soft landing.

The first Brainiac looked up just in time to have the second Brainiac's foot make direct contact with his face, all the force of a several mile fall behind it. The two went down in another cloud of smoke from the power of the impact and the Justice League members were forced to take cover.

Superman shielded the unconscious Timber Wolf, wanting desperately to confirm what he thought he'd seen. Had that really been Brainy? It couldn't be though. That looked like a full robot and Brainy was human now. It didn't make sense.

Flash dashed around the hole, dispersing the smoke so they could see things more clearly and Superman's eyes widened. No. That couldn't be Brainy! He wasn't a computer anymore.

But there it was. Either Brainy, or a very close replica made to look a few years older and looking like a full fledged robot. Superman glanced down at Timber Wolf and noticed that he look a bit older too. How much time had gone by for them?

He got up and rushed over to where Brainy was currently wrestling with the downed Brainiac, and having some problems. It was clear that he would loose if they kept at it for any amount of time.

Superman barreled into the side of the other Brainiac, who had just managed to give Brainy a good punch in the side of the head and begin to stand. Superman ran him into the side of the nearest building and as he stood up, ready to fight, the Brainiac's cold eyes met his, and Superman could have sworn there was a smirk on those immobile lips.

"So we meet, Superman. But for now, I must withdraw."

With a bright flash of light, the Brainiac disappeared. Superman and the others looked around, but there was no trace of him.

Then the second Brainiac slowly made his way to his feet, only to be immediately surrounded by the League members, each standing threateningly and brandishing their various weapons. This Brainiac looked bad. As bad as the guy who'd been on the first Brainiac's back, maybe worse.

His eyes didn't seem to be focusing well and he looked around shakily, as Superman stepped between J'onn and Green Lantern to get closer. Superman's eyes widened slightly.

"Brainy?"

"S... Superman," B-5 croaked, knees suddenly giving out.

He tumbled forward, but Superman caught him before he hit the ground. "Brainy! It is you!"

Brainy weakly grabbed Superman's arm and looked up at him. "Get this... thing off... me," he said in a barely audible voice as his other hand reached up to try and unlatch the neck piece, but the gesture was useless as his strength was nearly gone.

He seemed desperate to get it off and, as the rest of the League watched, Superman found the latch. The suit opened enough that the pieces could be taken off at the wearer's discretion and the hero carefully helped the green-skinned being out of it, piece by piece. The green-skinned creature looked as though he was just out of his teens and he was shaking badly, eyes seeming unable to focus.

"Brainy!" Superman said worriedly. "What happened? Why were you in that suit? What about the others? Are they okay?"

"B-Brainiac... six..." whispered Brainy with the last of his strength. "Where are... Cam and... Lightning Lad... Timber Wolf...? They were... ahead of me... "

Brainiac 5 passed out and Superman looked up, worry clear in his eyes. "Quick, check the crater for others!"

The other League members hesitated, not sure about the Brainiac Superman was currently supporting, but turned and spread out in search nonetheless. With Flash's help, the other two were discovered minutes later.

"Get them up to the station," ordered Superman.

"Are you sure? One of them is a Brainiac," rumbled Batman, ever the trusting sort.

"Just do it. I'll explain later," replied Superman, taking off with Brainy.

J'onn picked up the suit as Wonder Woman took the orange alien, Green Lantern brought the gray furred wolf-like man, and Hawkgirl carried the red head, who happened to be the only semi-normal looking one of the group. The rest followed closely behind.

XXXXXXXXXX

_"Brainy?" called Bouncing Boy as the door to the lab slide closed behind him. "You in here, buddy?"_

_Bouncing Boy moved through the cluttered lab, careful not to touch anything or accidently bump into it lest it break, fall, or attack him. In Brainy's lab, one could never tell for sure. Eventually he reached the smaller side room and he could hear someone moving around inside, banging things a bit as they worked. The door slide open for him, apparently having been left unlocked._

_Brainiac 5 looked up from the long table he was working at, eyes covered by goggles to protect his human eyes._

_"Bouncy," he greeted in his quiet, even voice. "What is it?"_

_"Brainy," said Bouncy, taking in what lay on the table with an air of surprise and caution. "I think I should be the one asking that. What are you working on?"_

_Brainiac 5 pushed the goggles up into his short blonde hair and set his tools down. "I am taking precautions."_

_"In case of what? Another Imperiex invasion?" demanded Bouncy, getting a bit worried._

_On the table lay the parts and pieces of what had been the robotic Brainiac 5. It looked like Brainy was remodeling them into something else and a full body, half completed suit lay amid the still untouched pieces._

_"No," replied the now-human Brainy easily. "In case of another Brainiac problem."_

_"Brainiac's gone, Brainy," said Bouncy, trying to be reasonable._

_"Yes. The common assumption. However, such a conclusion is highly inaccurate when the facts are taken into consideration."_

_"What are you talking about? We all know 1.0 was destroyed when he was deleted from your systems. He couldn't have survived that!"_

_"Incorrect," was the calm reply as Brainy turned back to the suit, sorting through the remaining pieces. "Remember that Brainiac is, in essence, a computer virus. Completely destroying him is not possible by simply wiping him from a single system. He was of one mind with all Coluians for an extended period of time. It is highly probable that one or many pieces of Brainiac 1.0 were left in the Hive, regardless of whether or not they realize it. Therefore, it it also highly probable that he survived and is even now rebuilding and rebooting somewhere, under the Legion's radar."_

_He turned back to Bouncing Boy, face serious. "I have done a clean sweep of all Legion hardware, Computo and my old parts included, and have come to the safe conclusion that Brainiac is no longer in any of it. However, for all other technology that Brainiac 1.0 came in contact with, I cannot be certain. That is why I have taken to building this suit from my old self. Now that I have evolved beyond the need for mechanical parts, I am no longer certain that I could withstand a second fight with the original Brainiac. The chances of me winning in a fight against a new, evolved version of Brainiac, even with the Legion involved, is a mere one in eight hundred thousand. However, with this suit, the chances go up dramatically to one in six."_

_"Brainy," whispered Bouncy as Brainy turned back to his work. "It's dangerous, isn't it? Using that suit, I mean. It'll be dangerous for you, won't it?"_

_Brainy gave a small nod in confirmation._

_..._

_..._

_..._

_Brainy's head snapped up as the alarm began blaring through Legion Headquarters._

_Red alert._

_Brainiac 6 had finally shown himself..._

_..._

_..._

_..._

"Vi!" cried Brainy, as his eyes flew open and he shot straight up in bed where he lay. He saw simple white walls surrounding him and his hands clutched the plain white sheets like a lifeline. He took deep breaths, trying to calm himself down, and closed his eyes again.

His whole body hurt, but the worst pain came from his heart.

He buried his face in his hands as he felt tears prick his eyes. It was his fault for not insisting they heed his warning. Cosmic Boy and the others had written it off as paranoia, but Brainy had known Brainiac 6 would show himself sooner or later.

One hand moved to clutch the front of his shirt where his beating, human heart felt like a lead weight in his chest.

"Please," he whispered. "Please be alright. Everyone. Everyone, please be alright."

A/N: Chapter One-- Complete! Yeah! So what do you think? Let me know in a review! I love hearing from the readers! Till next chapter!


	3. Chapter 2

Chapter 2

"From his bio-readings, we can only assume that he is indeed flesh and blood," said J'onn as he and the rest of the Justice League members sat around the briefing table.

On the wall, four screens showed each of the strangers they had brought back to the Station. The Brainiac, against Superman's objections, had been put in a separate room from the others. Having dealt with a Brainiac already, the rest of the League weren't about to easily trust another one.

"Isn't that what I said?" asked Superman, a bit frustrated that the rest of the League seemed intent on not trusting his word that Brainy wasn't their enemy.

"I know he's supposed to be a Brainiac," said Batman, "But how is he flesh and blood? Brainiac is a machine."

"I'm... not actually sure," admitted Superman. "I was there for the transformation, but I'm not entirely sure how it happened. I don't know if Brainy himself could explain it or not."

"Brainy?" repeated Green Lantern, raising an eyebrow.

"It's what everyone calls him," Superman explained.

Just then, a gasp came from the Brainiac's screen as the green skinned young man shot straight up in his bed.

_"Vi!"_

The Justice League watched as the Brainiac, seeming close to panic, clutched the sheets and looked around at the room he was in. Finding that he was awake and alone, he began taking deep breaths in an attempt to calm himself and closed his eyes, his face looking pained.

A moment later he hid his face in his hands and clutched the front of his shirt, near his heart. When his quiet words came through the speakers, the implications horrified Superman and it tore his heart, seeing his friend in such obvious pain.

_"Please... Please be alright. Everyone. Everyone, please be alright."_

Superman had never heard Brainy so un-eloquent in all the time he'd known him, and the idea of what could have happened to cause something like that actually scared the Kryptonian. Without even thinking, he was already at the door.

"Superman!" Hawkgirl called sternly. "Where are you going?"

Superman barely glanced over his shoulder. "To find out what happened."

Before anyone could blink, much less protest, he was out of the room and seconds later at the door to Brainy's room. Quietly, the door slid open for him, and he saw the Coluian hadn't moved. He didn't even glance up to see who had come in. Superman walked to stand at the bedside as the door closed once more and for what felt like an eternity, the only sound in the room was the beep of the monitor.

Finally, slowly, the Coluian raised his eyes to look at the Kryptonian, who's own eyes widened when he saw the tears gathering in the green ones.

"Brainy..." he began, reaching out, unsure exactly what to do. He'd never even imagined that Brainy could cry, but then again Superman hadn't been around him for long after he changed into flesh and blood. Machines didn't cry. That required emotions and tear ducts.

The Coluian looked away quickly, covering his face once more. He laughed weakly as he wiped his eyes. "Sorry, Superman. This isn't like me at all."

Superman sat on the bed and, taking Brainy by the shoulders, made the other superhero face him.

"No, it's not," admitted Superman. "Brainy, what happened?"

The pained look on Brainy's face redoubled at the question and Superman wished he hadn't asked. He opened his mouth to take the question back, but the look on Brainy's face made him close it before he tried.

"The Legion..." Brainy began in a whisper and looked away again, not wanting to meet Superman's questioning stare. "The Legion was attacked. By Brainiac 6.0. We... we were..."

Tears filled his eyes again and he blinked, trying to rid himself of them. Stupid emotions! That was one part of being flesh and blood he didn't particularly like. If he was still a machine, he would've been able to tell it all so much more easily.

Superman gave his shoulders a comforting squeeze as Brainy covered his face. His whisper was muffled by his hands when he continued, but Superman, being the man of steel, had no trouble hearing him.

"We were totally unprepared. Everything happened too quickly. We had no chance to retaliate. He walked right into Headquarters and took us down like we weren't even there!" The Coluian took a slow, deep breath, gathering his thoughts. "Phantom Girl was with Matter-Eating Lad and Colossal Boy. They'd just come back from a mission and came through the hanger. That's how 6.0 got in. They were the first ones hit. We didn't even get a red alert from them. That's how fast he took them out. It was one of the hanger workers who managed to contact the Control Board before he was... before he was attacked too."

Brainy let his hands fall away from his face, eyes both sad and completely void of emotion as he remembered what had happened.

"He didn't even get a message to the C.B. It was just a garbled shout, some yelling, and then the connection was cut. That was the only warning we had that something was wrong. Trip, Bouncy, and I had almost no time to react. He took out all of the corridor surveillance as he went so we weren't even sure what it was when we sounded the red alert. Saturn Girl was the one who finally got a message to us. We ordered the Legionaries that were still able to gather in the lounge so that we could take him on together, rather than to continue being mowed down."

He closed his eyes and swallowed hard.

"We didn't stand a chance."

The silence hung between them as Brainy's eyes focused on something that wasn't there. Superman watched him carefully, trying to get his head around the fact that the Legionnaires, _all those Legionnaires_, had been taken out so quickly. He never would have imagined it possible, but he had to believe the Coluian.

Finally, Brainy took a slow, deep breath and began to speak again, voice pained.

"We didn't last very long, even as we fought together. I knew I didn't have any other choice at that point. I could barely stand, much less fight, so I dragged myself away from the battle and got down to my labs, where I'd been keeping that suit."

"The one you were in before?"

Silently, Brainy nodded.

"It was a risky thing, but I had no other options. Bouncy, Vi, and a few other select Legionnaires were the only ones who knew that I had built it."

"Why was it so risky?" asked Superman, frowning in concern. Was he hurt worse than they knew?

"Because I hadn't tested. Couldn't test it, really."

"Why not?"

Brainy looked straight into Superman's eyes and the Kryptonian's eyes widened at what he saw there. He couldn't have put a name to it, but there was something that sent a bolt of fear up his spine, whether fear of or for his friend he couldn't have said.

"The suit was constructed from my old mechanical self. Because of that, the only form of energy it could use to power itself was internal, coming from the user himself. Given a few years, I could have reconstructed it to accept a different form of energy, but I didn't have the time. I had only finished the suit a few weeks prior to the attack."

"So... what exactly did it do to you?" Superman asked, voice barely above a whisper.

Brainy sighed, looking away. "I'm not sure of the full effects just yet, but considering the condition I was in when I put it on, I surprised to be awake at all."

Superman's grip on his shoulders tightened a bit.

"I probably won't be able to walk for a good while, but without a full medical scan, I won't know if it created any internal damage or not. I can say for sure that it drained me like nothing I've felt since I've become flesh and blood. I doubt seriously that I'm even at fifteen percent at the moment. Just talking is getting pretty tiring."

Superman watched him, worry evident. "Maybe you should go back to sleep for a while then. We can talk when you're feeling a bit better."

Superman moved to stand, but Brainy caught his arm, forcing him to stay put.

"No. Let me talk while I can. If I go to sleep now, there's no telling when I'll wake up again," said Brainy, gaze pleading.

Superman hesitated and then gave in with a nod.

"Tell me how you guys ended up in that wormhole."

Brainy looked at him in surprise. "The others!" he gripped Superman's arms. "Are they alright? Did they make it through, too?"

"Yeah, Brainy, they made it through. They're fine. Right now, they're in another room of the medical wing," the Kryptonian told him reassuringly.

A wry grin touched Brainy's lips. "Never trust a Brainiac, right?" he asked quietly. Superman opened his mouth to protest, but Brainy smiled. "Don't worry, Superman. It's only to be expected. I assume we're being monitored right now, correct?"

Superman closed his mouth and could only nod in affirmation.

"I thought as much, but as long as the others are being taken care of, I don't mind. The wormhole..." Brainy trailed off, looking past Superman. "After I got the suit on, I went back to the lounge and was in time to stop 6.0 from blasting Lightning Lad, Timber Wolf, and Chameleon Boy. They were the only ones still conscious. 6.0 activated the wormhole and the other three jumped him as he went in. I ran in after them, but I wasn't close enough to catch them. I was worried I'd end up too far behind in time to help them, but it seems we were alright. Somehow."

"Do you know why 6.0 would have come to the past?"

Brainy shook his head, swaying a bit. His low battery was quickly running out.

"I have no idea," he said, suddenly sounding very tired. "But there are an infinite number of possibilities as to why someone would travel back a millennia. Changing the past changes the future after all. You know that as well as any Legionnaire involved in that business with Kell-El and Imperiex. Who can say for sure why 6.0 would come to this time? But we need to resolve it soon and return to our own time. The longer we stay here, the more dangerous it gets for the timelines."

"I understand," nodded Superman. "We'll start working on tracking down 6.0, but for now, I think you had better rest, Brainy."

Brainy, looking ready to pass out again, could only nod and lay back down as Superman quietly slipped out of the room.

XXXXXXXXXX

_"Have you heard Brainy's theory?"_

_"Heard or understood? You know I don't get half of what that guy says. You talking about the one where he kept mentioning those hypo-glitching-whatchamacallit-thingies?"_

_Saturn Girl closed her eyes briefly and sighed in despair. "No, Garth. I mean the one about Brainiac having survived and rebuilding under our radar."_

_"Oh," Lightning Lad looked over at her soberly, saying quietly. "Yeah, I heard it straight from the source actually. That one made too much sense for comfort, even for me."_

_Saturn Girl nodded and looked out the window absently. He watched the concern flit across her face._

_"What do you think?" he asked, finally breaking the silence._

_"It worries me," she replied softly. "But Cos doesn't think there's anything to it. After all, Brainy doesn't have any solid proof, just reasoning and deductions."_

_"Yeah, but have you ever known Brainy to be wrong?" shot back Lightning Lad._

_"No, and that's what worries me."_

_She sighed again and Lightning Lad frowned, never one to like depressing talk._

_"Hey!" he said with a huge grin, turning to her. "Come on! I'll grab you a drink. I hear the cafeteria's got a new flavor out. Something like melon-meat. I've been wanting to try it."_

_She shot him a look that was somewhere between disgust, disbelief, and laughter. "Melon-meat?" she repeated as though she hadn't heard him right._

_"Yeah, and the first one's on me!"_

_He took her hand and pulled her toward the door as she rolled her eyes._

_"Wow. Big spender here folks. Buying me a drink down at the _free_ cafeteria."_

_He grinned over his shoulder at her and she smiled back._

'Much better',_ he thought._

_Worrying about something you couldn't do anything about was never a good pass time. After all, even if Brainiac did show up again, Lightning Lad knew the Legion could handle him, no problem._

_..._

_..._

_..._

_Red alert._

_The alarms were blaring through Legion Headquarters and Lightning Lad ran as fast as he could toward the source. His communicator's beeping was almost lost in blaring of the alarm._

_"All able-bodied Legionnaires," came Brainy's tense voice. "Report immediately to the lounge. We're under attack by Brainiac 6.0. _Do not _engage the enemy on your own. Communications with the north, south, and east wings have already been lost. I repeat. All able-bodied Legionnaires..." _

_Lightning Lad froze in horror. Three wings taken out?_

_He began to run again, faster than before. Were they really so unprepared...?_

_..._

_..._

_..._

Slowly, the blackness dimmed and he felt himself coming back to reality. The steady beeping of something reached his ears. Maybe a monitor? His communicator? He was laying on something soft. A bed? He didn't remember ever laying down in one.

As for himself, he felt like a lead weight, every limb about a thousand pounds. He tried to move something, anything, and only managed to make the lead weights send a bolt of pain through every nerve.

He groaned as the message reached his brain and was processed as such.

Things were beginning to come back in bits and pieces. Where was he now? How were the others? Had they defeated Brainiac? What exactly had happened?

He carefully tried opening one eye, then the other. Light poured into his vision, blinding him momentarily. He squinted as his eyes adjusted, trying to come up with something other than brightness. Eventually, he was able to open his eyes all the way and he carefully looked as far as he could without moving too much.

Chameleon Boy was to his left, and Timber Wolf to his right. Both were lying on beds, hooked up to monitors. He assumed he was probably in the same state since he saw sheets around him and felt something needle-like in his arm as well as a few other wires that seemed attacked.

So they were being cared for, but by who? And he still wasn't sure where he was. Or what time for that matter, he amended as he recalled the wormhole. Time travel was such a pain. He really hoped they hadn't ended up in a time they wouldn't be able to get out of.

He heard something like a door sliding open and then a familiar voice greeted him.

"Finally awake, Lightning Lad?"

As the face attacked to the voice came into view, Garth's eyes widened in surprise. No way.

"Superman?"

A/N: Well here's chapter 2 finally. :) Review please! Till next chapter!


	4. Chapter 3

Chapter 3

The Kryptonian smiled. "How do you feel?"

Lightning Lad sighed and felt another jolt of pain. "Like hell. What century is this, anyway?"

"Twenty first."

Garth grunted. "Where's Brainy?"

Superman's face fell a bit and Garth's eyes widened in alarm. "Don't tell me he-"

"No, no," Superman quickly assured him. "He's here too and still alive. He's in a separate room."

Garth frowned a bit. "Why's that? He worse off than us?"

"That's part of it, I suppose," said Superman a bit hesitantly.

"Don't lie to me, rookie."

Superman looked down at the other superhero with a sad smile. "This is Justice League Headquarters. The others don't know Brainy like we do so they're not ready to trust him just yet. I guess he kind of caught onto that, too."

"He's awake?"

"He woke up long enough to tell me what happened, but he's out cold again. Don't know when he might wake up again. He was pretty seriously hurt."

"It was that suit, wasn't it?" Garth asked, already knowing the answer.

Superman didn't reply and Lightning Lad looked away, face darkening.

"What about 6.0?"

"Got away."

Garth sighed, wincing in pain again. "I can't believe we were so unprepared. I never thought..."

He felt a hand on his shoulder and looked back at Superman who gave him an understanding look.

"I know. I never would have thought it possible either." He turned away. "You should get some rest. Your condition still isn't good. Besides, I have to explain to the rest of the the League just how I know you four."

"Go get 'em, rookie," Garth said with a grin.

XXXXXXXXXX

_**31st Century...**_

The beeping on the monitor suddenly spiked and the consoles went wild.

Vi bolted up in her hospital bed with a cry of alarm and immediately there were three attendants by her bed. One gently pushed her back down, the second began running her vitals, and the third spoke calmingly to the panicked girl while sticking a needle in her arm. Slowly, Vi felt her panic ebbing away with the drugs and the soft words of reassurance.

She let herself be laid back down and began breathing slowly and deeply as she attempted to erase the images burned into her mind's eye from the nightmares. There weren't any other Legionnaires in the room. All of them had been put in separate rooms and were being carefully monitored. She had no idea what the conditions of the others might be, but it couldn't be anything good. She kept her eyes open, staring at the blank ceiling and focusing on her breathing.

She hoped the others were doing alright, but she couldn't be sure. Every time she tried to ask about any of the Legionnaires, the doctors and attendants would always dance around the question or pretend like she hadn't asked. It was obvious they were avoiding the subject, probably in an attempt to keep her as calm as possible, but it only worried her more that they wouldn't tell her.

"How are the others?" she asked for the thousandth, catching the sleeve of the attendant who had drugged her.

The attendant gave her a neutral smile and removed Vi's hand from her sleeve. The woman was going to move away, but Vi bolted up and grabbed her by the shoulders. She was going to get her answers this time!

"Tell me! What about the others? Are they alright?"

The attendant looked at the other two, who both looked at Vi. Finally, one of them said, "I'll get the Doctor," and hurried out. A few minutes later she came back, with a Doctor and... the Chancellor of the United Planets?

"What's going on? How are the others?" demanded Vi.

"You're the only one awake," said the Doctor quietly.

Vi stared at him, wide-eyed in disbelief.

"There's no telling if or when they will wake up," said the Chancellor. "Most of them are catatonic and because of this, I'm afraid the United Planets will have to suspend the Legion until further notice. There is no possible way the Legion can function in it's current state."

She nodded. That made sense.

"Also," added the Chancellor. "We were hoping you might be able to tell us what happened to Lightning Lad, Chameleon Boy, Timber Wolf, and Brainiac 5."

A stab of fear cut straight to Vi's heart and the monitor spiked in response. Her voice was slightly higher than it should have been.

"What? What do you mean 'what happened to them'?"

The Chancellor glanced at the Doctor, who nodded, before looking back at Vi. "They were not found among those recovered from Legion Headquarters and we have been unable to contact them. Currently, we have notices out and are attempting to locate them, but we have had no luck so far. It's as though they simply vanished."

Vi sat back in the bed, the word ringing in her ears. Gone?

"No," she said, her quiet voice barely reaching them. "I don't know what happened."

XXXXXXXXXX

_**21st Century, League Headquarters...**_

"That's a pretty tall tale. Kinda hard to swallow, ya know?" said Flash.

Superman nodded, watching each of the faces around the table, all holding some form of disbelief. It wasn't as though time travel was new to the them, but anyone faced with a story like the one Superman had just told to the rest of the League was admittedly hard to take at face value. After all, they had thought they knew about all of Superman's adventures already and this new one involved being friends with a Brainiac.

"I know it's hard to believe. I doubt I'd believe it myself if I hadn't lived it," he said.

A long silence descended on the Justice League as each member thought over what the man of steel had told them. Finally, it was Batman who broke the silence, as ever playing the devil's advocate.

"But still, all we have is your word."

"And since when has the big man's word not been enough?" shot back Flash.

"When he's been possessed by one thing or another," was Batman's even reply.

Flash took a breath, lifted a finger, paused to think, and then dropped his hand.

"The Bat's got a point," he admitted with an apologetic shrug.

Superman nodded. "True enough."

"And just what are you suggesting we do then?" demanded Wonder Woman. "Run a full scan on him to make sure he doesn't have a Brainiac chip implanted in his brain or an alien creature attached to him somewhere?"

"And what would you suggest?" replied Batman unfazed.

"I'd suggest taking his word, that's what!"

"I have to admit," put in Hawkgirl. "Batman makes a valid point. After all, Brainiac is one of Superman's sworn enemies and this complete turn around is strange no matter what kind of back story you may give it."

"You too?" Wonder Woman said, looking at Hawkgirl in disbelief.

Hawkgirl shrugged. "Hey, Batman may be a suspicious, anti-social night owl-"

"Thanks for the endorsement," muttered the man himself.

"But he _is_ right and I don't think we should simply take Superman's word for it." Hawkgirl looked across the table at the man of steel. "After all, we are dealing with a Brainiac."

There were nods around the table.

"I agree," put in Green Lantern.

"I understand," said Superman. "I will take whatever tests I need in order to prove the truth of my story to put your minds at ease about Brainiac 5."

J'onn spoke for the first time. "If I may be allowed to read your mind, Superman, that will be sufficient evidence for me."

"Of course, J'onn."

The two stood and moved so that they were facing each other. J'onn reached out and closed his eyes, reading the Kryptonian's mind, paging through his memories. After a few moments J'onn pulled away.

"He speaks the truth and I can find no indication that the memories he holds were artificially implanted in any way."

"Hey, that's good enough for me, big man," grinned Flash.

"All the same, I still think those tests are in order," said Batman.

Superman nodded in ascent.

"Lead the way."

XXXXXXXXXX

Chameleon Boy's eyes blinked open and he groaned as the bright light in the room reached them. He rolled to his side slightly.

"Somebody hit the lights! You're killing me here."

With another groan, he rolled just a bit more.

"Seriously, guys, what the heck? Who leaves an unconscious person in a brightly lit room? That's just mean!"

He squinted and caught sight of Lightning Lad, laying peacefully a few feet from him. He tried to roll a bit closer.

"Dude, can you hit the lights? I'm not feeling so-"

Nausea hit him as he clapped a hand over his mouth and rolled off the hospital bed and onto the floor. His vision went an unhealthy shade of green around the edges as pain lanced through him from hitting the floor, reminding him most vividly just where each and every hurt was. That was followed swiftly by the reminder of what had caused those pains.

He closed his eyes and tried to focus, trying to decide where he might be. Things were fuzzy toward the end of what he remembered. There had been Brainiac 6.0. And pain. Lots of pain. A wormhole? Maybe. Lots of black and white swirling around him. And a long drop.

Slowly, he opened his eyes again and... another pair of large green eyes was starring back at him.

"Ack!"

He chocked on his breath and tried to bolt upright, only to have his head collide with the underside of the hospital bed. His eyes went wide with pain and he slowly sank back to the floor as the other pair of eyes pulled back.

"Ow. Ow. Ow. Ow. Holy. Freaking. OW. Pain. Pain. Pain. Oh. Nausea. That again. Bad. Not good. Mmg!"

He clapped a hand over his mouth again and a hand brought a bowl of some sort up in front of him to catch the vomit as it came up with a vengeance. A hand patted his back gently, being careful of where he was hurt, until he was done. Only then did he look up and get a chance to examine the other being more closely.

And he yelped in surprise.

"You... You!... You're... You're a... a..."

His finger waved wildly at the alien squatting in front of him, who looked at him calmly and replied,

"A Martian?"

Cam nodded violently and was forced to immediately stop as yet another wave of nausea and pain hit him. He held his head in both hands.

"Ow."

"Perhaps we should get you back into your bed so you can lay down. Your injuries extensive and will take time to heal properly."

The Martian gently lifted him up, careful to avoid letting him hit his head again, and laid him back down. Cam sighed in relief and then looked back at the other alien once more.

"Who are you?"

"I am J'onn. You are in Justice League Headquarters."

Chameleon Boy stared at him for a moment.

"What time is it? Or, I mean, what century?"

"The twenty first."

"Oh," Cam said weakly. "Is that all?"

XXXXXXXXXX

_The Red Alert was blaring through the building. Everyone was running. All different directions._

_ No. No, they weren't running anymore. They were laying on the ground. Crumpled. Still._

_ So many of them. Everywhere. He could barely walk forward without stepping on someone._

_ The Red Alert was blaring though the building. No one was running. No one going no where._

_ They were all so still._

_ He heard someone laughing._

_ No, not someone. Some_thing_._

_ Behind him._

_ Slowly, slowly, slowly he turned._

_ "Foolish little children, all. You cannot stop me. You of all people should know that..."_

_ He chuckled coldly._

_ "Brainiac."_

XXXXXXXXXX

A/N: Thanks to Sealana for making/encouraging me to finish this chapter and story. ^_^ Love you guys. Review!


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